Common use of Absence of Conflicting Agreements Clause in Contracts

Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.3, the execution, delivery, and performance of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of the Articles of Incorporation or Bylaws of Seller; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any agreement, instrument, license, or permit to which Seller is a party or by which Seller may be bound; and (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Paxson Communications Corp), Asset Purchase Agreement (Paxson Communications Corp), Asset Purchase Agreement (American Radio Systems Corp /Ma/)

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Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.3Consents, the execution, delivery, and performance of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) do does not require the consent of any third party; (ii) will not conflict with any provision of the Articles of Incorporation or Bylaws and By-Laws of Seller; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, regulation or ruling of any court or governmental instrumentality, which is applicable to Seller; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any material agreement, instrument, license, license or permit to which Seller is a party or by which Seller may be bound; and or (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (American Radio Systems Corp /Ma/)

Absence of Conflicting Agreements. Subject To Seller's knowledge and subject to obtaining the Consents listed on Schedule 3.3Consents, the execution, delivery, and performance of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) do does not require the consent of any third party; (ii) will not conflict with any provision of the Articles of Incorporation or Bylaws Partnership Agreement of Seller; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, regulation or ruling of any court or governmental instrumentality, which is applicable to either Seller; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any material agreement, instrument, license, license or permit to which either Seller is a party or by which Seller either may be bound; and or (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (American Radio Systems Corp /Ma/)

Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.3Consents, --------------------------------- the execution, delivery, and performance of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) do does not require the consent of any third party; (ii) will not conflict with any provision of the Articles of Incorporation or Bylaws and By-Laws of Seller; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, regulation or ruling of any court or governmental instrumentality, which is applicable to either Seller; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any material agreement, instrument, license, license or permit to which either Seller is a party or by which Seller either may be bound; and or (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Salem Communications Corp /De/)

Absence of Conflicting Agreements. Subject To Seller's knowledge and subject to obtaining the Consents listed on Schedule 3.3Consents, the execution, delivery, and performance of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) do does not require the consent of any third party; (ii) will not conflict with any provision of the Articles articles of Incorporation incorporation or Bylaws of Sellerbylaws; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, regulation or ruling of any court or governmental instrumentality, which is applicable to either Seller; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any material agreement, instrument, license, license or permit to which either Seller is a party or by which Seller either may be bound; and or (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)

Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.3, the The execution, delivery, and performance of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) do does not require the consent of any third party; (ii) will not conflict with any provision of the Articles articles of Incorporation or Bylaws and By-Laws of any Seller; (iii) will not conflict with, result in a breach of, of or constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, regulation or ruling of any court or governmental instrumentality, which is applicable to any Seller; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any material agreement, instrument, license, License or permit to which any Seller is a party or by which any Seller may be bound; and or (v) will not voluntarily create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Getty Realty Corp /Md/)

Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.33.4, the execution, delivery, and performance of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of the Articles of Incorporation organizational or Bylaws charter documents of Seller; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any agreement, instrument, license, or permit to which Seller is a party or by which Seller may be bound; and (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paxson Communications Corp)

Absence of Conflicting Agreements. Subject to obtaining the FCC Consent and the Consents listed on Schedule 3.3, the execution, delivery, and performance by Seller of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of the Articles of Incorporation or Bylaws partnership agreement of Seller; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any agreement, instrument, license, or permit to which Seller is a party or by which Seller may be bound; and (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spanish Broadcasting System Inc)

Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.33.8, the execution, delivery, and performance of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of the Articles Certificate of Incorporation or Bylaws By Laws of Seller; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, regulation or ruling of any court or governmental instrumentality, which is applicable to Seller; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any agreement, instrument, license, license or permit to which Seller is a party or by which Seller it may be bound; and (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)

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Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.3, the execution, delivery, and performance of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of the Articles of Incorporation or Bylaws organizational documents of Seller; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any agreement, instrument, license, or permit to which Seller is a party or by which Seller may be bound; and (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paxson Communications Corp)

Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.3Consents, --------------------------------- the execution, delivery, delivery and performance of this Agreement and the documents contemplated hereby by Seller (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party, other than such consents that result from the specific legal or regulatory status of Buyer or that are immaterial to the operation of the Systems; (ii) will not conflict with any provision of the Articles of Incorporation or Bylaws of Seller's organizational documents; (iii) will not conflict with, result in a breach of, or constitute a default under, (A) any lawLegal Requirements applicable to Seller or the Systems or any immaterial Assumed Contract, judgmentother than such conflicts, orderbreaches or defaults that would not have a material adverse effect on the Systems, ordinance, injunction, decree, rule, regulation, (B) any judgment or ruling order of any court or governmental instrumentality; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default underauthority, or accelerate (C) any Franchise or permit the acceleration of any performance required by the terms of, any agreement, instrument, license, or permit to which Seller is a party or by which Seller may be boundmaterial Assumed Contract; and (viv) will not create any claim, liability, mortgage, lien, pledge, condition, chargeliability, or encumbrance of any nature whatsoever upon any of the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Jones Intercable Inc)

Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.3Consents, the execution, delivery, and performance of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) do does not require the consent of any third party; (ii) will not conflict with any provision of the Articles of Incorporation or Bylaws Partnership Agreement of Seller; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, regulation or ruling of any court or governmental instrumentality, which is applicable to either Seller; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any material agreement, instrument, license, license or permit to which either Seller is a party or by which Seller either may be bound; and or (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)

Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.3, the execution, delivery, and performance of this Agreement and 12 the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with any provision of the Articles of Incorporation or Bylaws organizational documents of Seller; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any agreement, instrument, license, or permit to which Seller is a party or by which Seller may be bound; and (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paxson Communications Corp)

Absence of Conflicting Agreements. Subject to obtaining the Consents listed on Schedule 3.3Consents, the execution, delivery, and performance of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) do does not require the consent of any third party; (ii) will not conflict with any provision of the Articles Certificate of Incorporation or Bylaws By Laws of Seller; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, regulation or ruling of any court or governmental instrumentality, which is applicable to either Seller; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any material agreement, instrument, license, license or permit to which either Seller is a party or by which Seller either may be bound; and or (v) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon any of the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)

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